The United Kingdom Private Limited Company

Legislatively controlled by the UK Companies Act 1985, along with its subsequent additions and amendments, a private limited company in the U.K. comprises a registered and uniquely named entity, through which its owner(s) will conduct an appropriate trade or business.

Limited liability

The immediately apparent advantage of a “limited company” is vaguely explained in its name! The owner of a limited company is removed from the onerous accountability of its debts and protected from personal loss by the inherent nature of limited liability. Provided the company is operated within the legally defined framework, the benefits of limited liability can offer valuable safeguards, effectively nullifying any financial vulnerability on the part of its owner(s). Consideration of the obvious advantages enjoyed by a limited company is adeptly illustrated by the array of statutory requirements, relating to its management, control and ownership. It is essential that the company be administered in a competent and organised fashion, since failure to comply with regulated procedures could jeopardise and prejudice the company’s good standing.

Company formation and structure

The formation of a Private Limited Company in the United Kingdom is a straightforward procedure. However, legal requirements regarding the company structure and the filing of appropriate forms with Companies House are vital to maintain a company in good standing. Aktiebolagstjänst, Acadi Mark OY and Acadi Norway A/S and their professional staff will assist you throughout the existence of your company.

Prior to incorporation, the availability of your proposed company name has to be checked and we will be pleased to assist you to find an appropriate available name. A formation with your own proposed name will take appr. 5 working days. However, in order to process urgent transactions (e.g. to commence trading immediately), the acquisition of a readymade company may be an ideal alternative. A list of readymade companies is also available and such acquisitions do not involve any additional cost.

The basic requirements for the structure of the company will include a minimum of two officers (one or two directors and one secretary) and at least one shareholder. The appointment of officers and shareholders provide the legal framework for the management of the company. Such appointments can be effected and changed by us and appropriate legal forms for appointments and resignations will be filed with Companies House accordingly. Officers may be individuals or corporate entities. Furthermore, the company will require to have a registered office, which need not necessarily be the trading address but will require to display an appropriate nameplate, identifying the company name. Finally, the standard capital of a limited company is £1,000 (divided into 1,000 shares of £1 each) and the minimum number of shares to be issued is one (£1).

Statutory requirements

Once incorporated, the company is legally entitled to commence trading under its newly acquired name and status, paying due attention to the statutory requirements now demanded. The company is obligated to inform the Inland Revenue of all information relating to paid directors and employees, since registration for PAYE or Self-Assessment is critical to the Revenue’s requirements. Companies House can provide the director(s) of the company with necessary and accurate information.

Depending on the company’s annual turnover, it may be necessary to register for VAT and any uncertainty in this respect should be addressed immediately with an accountant or directly to the Customs and Excise. Infor­mation regarding VAT Registration is available through Aktiebolagstjänst.

Complete and accurate accounting procedures must be exercised and the Accounting Date of the company will designate the chronology of its filing responsibilities with Companies House. The Accounting Reference Date is the last day of the month in which the anniversary of incorporation falls. However, this date can be changed and Aktiebolagstjänst can assist you with the legal procedure.

Accounts are required for all companies but audited accounts are required for companies whose Gross Turnover exceeds £350,000. The Net Profit will determine the amount of corporation tax payable.

Furthermore, an Annual Return will have to be filed with Companies House.

Maintaining the Company Register is also an essential duty and all changes to officers and members must be documented, consistent and in continuity with information held at the Registry. The Company Register is part of the Company kit, provided by Aktiebolagstjänst.

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